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ORBMINCO LIMITED — Capital/Financing Update 2006
Dec 7, 2006
65473_rns_2006-12-07_d25efab2-68ae-4162-86e1-3c2855c8a68f.pdf
Capital/Financing Update
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ONARO MINING NL
ABN: 99 073 155 781
Tel: +61 8 9322 3076 Fax: +61 8 9322 5116 Registered Office: PO Box 1393 West Perth WA 6872
8 December, 2006
ASX Announcement
S3M PLACEMENT OF SHARES AT \$1.50 TO ACCELERATE URANIUM PROJECTS AND APPOINTMENT OF CORPORATE ADVISOR
The Directors of Monaro Mining NL ("the Company") are pleased to announce an agreement with Lonsec Limited to place two million (2.000.000) ordinary fully paid shares in the Company, at \$1.50 per share, raising a total of \$3m before costs. The shares are being placed to institutions in Hong Kong and Australia as a result of strong interest being expressed in the Company's uranium projects.
The placement is being made pursuant to the placement facility approved by shareholders at the recent Annual General Meeting, held on 10 November 2006.
Funds will be used to accelerate the evaluation of the advanced uranium projects the Kyrgyz Republic, with a view to establishing JORC compliance resources ahead of economic evaluations. Funds will also be used to commence exploration on the portfolio of nine uranium targeted exploration licences in Australia, when they are granted.
The Directors are also pleased to announce that the Company has retained Pitt Capital Partners Limited ("PCP") to identify appropriate financial transactions involving Monaro in the Asian markets and to build relationships with key industry participants with a particular focus on Chinese organisations. PCP will advise Monaro on any appropriate corporate transactions which will capitalise on Monaro's existing assets. PCP is an independent merchant bank with offices in Australia and Asia, providing specialist corporate advisory services.
The Placement Issue is being made to parties falling within Section 708 of the Corporations Act 2001, and accordingly no prospectus or other disclosure documents will be issued in connection with the placement.
Please see the attached Appendix 3B Statement that covers both the shares being placed and the issue of incentive options being allocated to the Company's advisors.
Commenting on the release, Chairman of the Company, Mr Warwick Grigor, has said that:
"This placement marks the commencement of the institutionalization of the share register, a necessary progression as we build the support base of the Company. We will have sufficient funds to accelerate activity and provide positive results ahead of the conversion date of our July 2007 options, which could bring in another \$6m. The appointment of Pitt Capital Partners will further strengthen our relationships with Chinese organizations who have already shown keen interest in our Kyrgyz uranium projects."
This announcement will lift the present trading halt in Monaro securities.
Wax
Executive Director
For further information, contact Warwick Grigor on (02) 92470077 or Mart Rampe on (02) 46479566.
E-mail: [email protected] Website: www.monaromining.com.au
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement. application for quotation of additional securities and agreement
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.
Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.
Name of entity
MONARO MINING NL
ABN
99 073 155 781
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).
$\mathbf{1}$ +Class of +securities issued or to be issued
Ordinary Fully Paid Shares Consultant Options
2,000,000 Shares
700,000 Options
- Number of *securities issued or to $\overline{2}$ be issued (if known) or maximum number which may be issued
- 3 Principal terms of the *securities (eg. if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if *convertible securities, the conversion price and dates for conversion)
Options - Exercise Price \$1.75, Expiry 31 December 2008, converting into a share and an attached option exerciseable at \$2.50 within three years of issue.
+ See chapter 19 for defined terms.
| 4 | Do the securities rank equally in all respects from the date of allotment with an existing class of quoted *securities? If the additional securities do not rank equally, please state: the date from which they do which extent the to they participate for the next dividend, οf (in the case a trust. distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment |
Shares - Yes Options – the Consultants options are a separate class from the existing classes of unlisted options. The Consultant's options will not be listed. |
|
|---|---|---|---|
| 5. | Issue price or consideration | Shares: \$1.50 cash per share | |
| Options: Issued in consideration for corporate advisory and marketing services. No cash consideration |
|||
| 6. | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) |
Shares: To conduct exploration programs on the Kyrgyz leases and Australian licences and for general working capital. Options: See note 5 above. |
|
| 7 | Dates of entering *securities into 15 December 2006 uncertificated holdings or despatch of certificates |
||
| 8 | Number + class of and all *securities quoted ASX on (including the securities in clause 2 if applicable) |
+ Class Number 22,900,100 ORD 5,025,025 31 July 2007 Options exercisable at \$1.20 |
+ See chapter 19 for defined terms.
| Number | + Class | ||
|---|---|---|---|
| 0 | Number and + class of all *securities not quoted on ASX (including the securities in clause 2 if applicable) |
5,200,000 | Restricted Part-Paid (paid to 0.001 cent, 19.999c unpaid) |
| 1,800,000 | Options exerciseable at $40c$ Expiry 30/06/07 |
||
| 1,800,000 | Options exerciseable at 60e Expiry 31/12/08 |
||
| 350,000 | Employee Options exerciseable at \$1.07 Expiry 19/04/11 |
||
| 700,000 | Consultant options exerciseable at \$1.75 Expiry 31/12/08 |
||
$10$ Dividend policy (in the case of a $\vert$ Not applicable trust, distribution policy) on the increased capital (interests)
Part 2 - Bonus issue or pro rata issue
$11$ $\mathbf{I}\mathbf{s}$ security holder required?
Items 11 to 33 are Not Applicable.
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
approval
- 34 Type of securities (tick one)
- Securities described in Part 1 $\left( a\right)$
- All other securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
$(b)$
+ See chapter 19 for defined terms.
Tick to indicate you are providing the information or documents
- 35 If the "securities are "equity securities, the names of the 20 largest holders of the additional *securities, and the number and percentage of additional *securities held by those holders
- If the "securities are "equity securities, a distribution schedule of the additional 36 *securities setting out the number of holders in the categories $1 - 1.000$ $1,001 - 5,000$ $5,001 - 10,000$ $10,001 - 100,000$ 100,001 and over
- 37
A copy of any trust deed for the additional *securities
Entities that have ticked box 34(b)
38 Number of securities for which $N/\overline{A}$ +quotation is sought 39 Class of *securities for which $N/A$ quotation is sought 40 Do the +securities rank equally in all $N/A$ respects from the date of allotment with an existing *class of quoted *securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend. (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation $N/A$ now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number *Class
+ See chapter 19 for defined terms.
| Number and $\pm$ class of all $\pm$ securities $\parallel$ N/A quoted on ASX (including the securities in clause 38) |
N/A |
|---|---|
Quotation agreement
- $\mathbf{I}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
- $\overline{2}$ We warrant the following to ASX.
- The issue of the *securities to be quoted complies with the law and is not for an illegal purpose.
- There is no reason why those *securities should not be granted *quotation.
- An offer of the "securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
- Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any "securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
- If we are a trust, we warrant that no person has the right to return the $\bullet$ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.
- 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
- We give ASX the information and documents required by this form. If any $\overline{4}$ information or document not available now, will give it to ASX before *quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
Ulax
l
Maria fillo $\overline{\phantom{a}}$
Date: 8 December 2006
Sign here:
(Director)
Print name:
Mart Rampe
___________________________
__________
+ See chapter 19 for defined terms.